Purpose Campaigns LLC
Standard Client Terms and Conditions
Unless otherwise provided in a writing, these Standard Terms and Conditions (these “Standard Terms”) shall govern projects and services performed or provided by Purpose Campaigns LLC, a Delaware limited liability company, having offices at 115 Fifth Avenue, 6th Floor, New York, New York 10003 (“Purpose”), for its client (the “Client”), such services as may be further defined and more fully described and set forth in a Statement of Work Memorandum (“Memorandum” or “Statement of Work”) (the Statement of Work or Memorandum, these Standard Terms, and any other signed agreement between the Client and Purpose concerning the same subject matter, collectively, the “Agreement”), each a “Party” and collectively, the “Parties.”
These Standard Terms are effective as of the earlier of (i) the execution of these Standard Terms or (ii) the date of the first Statement of Work executed in connection herewith or (iii) as otherwise agreed to by the Parties in writing or in action (the “Effective Date” of this Agreement) and are supplemental to and, in the event of any conflict (unless otherwise expressly provided in a Statement of Work hereunder), supersede the Statement(s) of Work and any other mutually signed writing of the Parties.
(a) Engagement of Purpose. Client hereby engages and retains Purpose, and Purpose accepts such engagement to provide Client with certain services as provided in the Agreement (collectively, “Services”) with respect to the work product or products named in the Agreement (the “Deliverables,” as further defined in Section 4 of these Standard Terms). If Client wishes to alter the scope of Services under the Agreement subsequent to the Agreement’s execution but prior to the completion of the Services, the Parties may amend the Statement of Work (or append an additional Statement of Work). Purpose shall have no obligation to perform additional services absent such amendment. If, at the request of Client or with Client’s prior approval, Purpose performs work outside the agreed-upon scope of the Services, Client agrees to compensate Purpose for such work at the reasonable prevailing fee and rate (including costs and expenses) for such similar services provided in its regular course of business.
(b) Service Standards. Purpose shall provide and complete the Services (i) in conformance with the Agreement and (ii) using competent and qualified personnel in a professional and workmanlike manner. In order to meet the agreed-upon timeframes with respect to any Services to be rendered and/or any Deliverable (as defined in Section 4) to be developed, invented, prepared, created, modified, produced and/or delivered (collectively, “Created”), Purpose may rely upon Client’s timely and effective cooperation and collaboration. To the extent that Purpose is relying upon Client to provide information, data, components, licenses, clearances, authorizations, direction or other input during the provision of Services (“Client Input”), Client acknowledges that Purpose’s performance may be dependent on Client Input and Purpose will not be liable for any default under the Agreement resulting from Client’s delay or failure to provide Client Input. Purpose is permitted to, and may, subcontract or otherwise have third parties directly or indirectly perform any Services or provide any parts, components or aspects of a Deliverable; provided that, Purpose shall remain responsible for such Services or Deliverables and shall be deemed to have provided and performed the foregoing in the absence of an agreement to the contrary.
(c) Completion and Acceptance. The Services will be deemed to be complete either upon: (i) the date certain agreed-upon between the Parties in a Statement of Work (“End Date”); or (ii) acceptance by Client of the Deliverables within ten (10) business days of Client’s receipt of the Deliverables (the “Submission Date”). Client has up to ten (10) business days following the Submission Date (the “Acceptance Period”) to reject the Deliverables for non-conformity with the specifications set forth in the Agreement and to request in writing changes and alterations to any non-conforming Deliverables. If Client does not identify any non-conforming Deliverables through a written notice to Purpose within the Acceptance Period, the Deliverables will be deemed accepted by Client, and Purpose need not make any alterations to the Deliverables absent a new Agreement in writing by both Parties. If any Deliverable is determined to be defective or non-conforming within the Acceptance Period, then Purpose shall use reasonable, good-faith efforts to correct the Deliverables, subject to resubmission to and acceptance by Client.
(a) Compensation. In consideration for the performance of the Services described in the Agreement, Client shall pay Purpose the total fees, costs and reimbursable expenses (the “Compensation”) set forth in the Agreement, including all applicable Statements of Work. Purpose shall invoice Client for Compensation as provided in the applicable Statement of Work. Unless otherwise agreed, each invoice shall describe the Services performed (in the case of billing in arrears) or to be performed (in the case of prospective billing), the Compensation due for such Services, including any reimbursable expenses.
(b) Expenses. Purpose shall be entitled to reimbursement of any and all out-of-pocket expenses, including but not limited to: non-local travel (defined as travel more than twenty miles from Purpose’s primary place of business); international telephone; video- or audio-conferencing; large-scale, volume or specialized printing; delivery or messenger services; and any other similar or related project costs. Reimbursable expenses shall also include third-party provider fees, such as advertising campaign fees for Google® services, hosting platforms and blogging sites, and any other charges for online or offline media, as well as research or services requested by Client outside the scope of the Services. Purpose shall not incur any individual expense in excess of $1,000 without Client’s prior consent. Purpose shall not add any markups, commissions, overhead or profit of any kind on any third party charges.
(c) Taxes. In addition to the Compensation (including reimbursable expenses) payable by Client under the Agreement, Client shall also be responsible for applicable taxes incurred as a result of, or otherwise in connection with, this Agreement or the provision of Services, including, without limitation, foreign, national, state and local privilege, excise, sales, transfer, value-added and use taxes and any taxes or amounts in lieu thereof paid or payable by Purpose, but excluding income or entity-level taxes based upon the income of Purpose or its owners and other taxes related to Purpose’s operation but not directly relating to the Services.
(d) Amounts Due. Client shall pay Purpose all amounts due upon delivery of Purpose’s invoice and will be considered paid upon such funds clearing and having been received by Purpose. Unless otherwise specified, payment by Client shall be made in United States Dollars. Any Compensation unpaid for more than thirty (30) days from the date of any invoice shall accrue interest at five percent (5%) per year (or the highest rate allowed by law, if less) until fully paid. If there is a good faith dispute with regard to a portion of an invoice, Client shall pay the undisputed portion, and upon resolution of the disputed portion, not to exceed two (2) months of fees (or the equivalent thereof in cases where Compensation is otherwise determined), Client shall pay any amounts owed to Purpose with interest at the rate set forth above accruing from the date such amounts were originally due. Client shall reimburse Purpose for any expenses (including attorneys’ fees) incurred by Purpose to collect Compensation due from Client.
(a) Term of Agreement. Unless otherwise expressly set forth, the term (“Term”) of the Agreement shall commence on the Effective Date and continue for twelve (12) months, automatically renewing for additional twelve (12)-month terms unless one Party provides the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.
(b) Termination. Unless otherwise expressly set forth in the Agreement: (i) the Agreement may be mutually terminated by the Parties for any reason or no reason upon no less than thirty (30) days prior written notice, provided the Parties shall agree upon reasonable termination charges to be paid to Purpose, including any Purpose demobilization charges; and (ii) in the event one Party materially breaches these Standard Terms, or a Statement of Work, the non-breaching Party may terminate the Agreement upon fifteen (15) days’ written notice, unless such breach has been cured by the breaching Party within such notice period.
(c) Payments Upon Termination. In the event of termination, Client shall pay to Purpose, within ten (10) business days any and all unpaid Compensation incurred by Purpose, including Compensation for any work(s)-in progress. Any fixed project fees due under the Agreement terminated before completion or the original termination date will be payable by Client on a pro rata basis, determined by multiplying the fixed project fees by a fraction where the numerator is representative of the amount of work actually performed by Purpose and the denominator is representative of the amount of work to have been performed in total by Purpose under such Statement(s) of Work, as of the effective date of such termination. For Statements of Work having a monthly (or other periodic) fee or retainer component, Client shall pay the pro rata portion of such monthly fee or retainer through the effective date of termination.
(d) Survivability. Any provision of or obligation under the Agreement that contemplates performance or observance subsequent to any termination or expiration of the Agreement shall survive any such termination or expiration and shall continue in full force and effect. In addition, all provisions of the Agreement shall survive the termination or expiration of this Agreement to the fullest extent necessary to give the Parties the full benefit of the bargain expressed herein and of the intent contemplated hereunder. For the avoidance of doubt and without limiting the foregoing, the Parties expressly agree that Sections 3(c), 3(d), 4, 5, 6, 7, 8, 9, 10 and 11 of these Standard Terms shall survive termination or expiration of this Agreement, completion of the Services and acceptance of the Deliverables.
(a) Deliverables Generally. As used in this Agreement, the term “Deliverables” shall mean reports, documents, templates, studies, strategies, operating models, technical architectures, designs, software objects, websites, software programs, subroutines, source or object code, algorithms, improvements, works of authorship, formulas, and data, whether or not patentable, specifications, documentation, abstracts and summaries thereof, and other work product and materials which are originated and prepared specifically for Client and delivered by Purpose during the course of Purpose’s performance under a Statement of Work, upon full payment of applicable Compensation. Any of the foregoing not delivered or deliverable to Client in connection with this Agreement but conceived, made or discovered by Purpose during the course of its performance hereunder will be considered to be Proprietary Materials (as further described herein). Deliverables exclude Purpose’s Proprietary Materials (as defined herein) including tools, methodologies, and any enhancements made to such tools and methodologies which shall remain the sole property of Purpose and exclude any third-party components whether or not included or embedded therein.
(b) Work-for-hire Deliverables and Client Ownership. As used in this Agreement, the term “Work-for-hire Deliverables” shall mean those Deliverables (or parts, aspects, or components of Deliverables) constituting branded collateral, Client identity-specific Deliverables, Deliverables otherwise agreed to be unique and specific to Client and its established business, and Deliverables expressly deemed in a Statement of Work to be “works
for-hire” as defined in 17 U.S.C. §101. Upon completion of the Services and payment of all Compensation due to Purpose, Client shall own all right, title and interest in such Work-for-hire Deliverables. If, for any reason, any of the Work-for-hire Deliverables do not constitute a “work made for hire” under 17 U.S.C. §101, Purpose hereby assigns to Client all right, title and interest throughout the world in and to the Work-for-hire Deliverables, including all intellectual property rights therein. Notwithstanding anything to the contrary, Purpose retains all rights to its knowledge, experience and know-how (including processes, ideas, concepts and techniques) acquired in the course of performing the Services.
(c) License to Deliverables. Unless otherwise specified in the Agreement (as in the case of Work-for-hire Deliverables), upon completion of the Services and payment of all Compensation due to Purpose, Client shall have a worldwide, perpetual, non-transferable, non-exclusive, paid-up right and license to use, copy, modify and prepare derivative works of the Deliverables, subject to any third-party licenses governing materials embodied in the Deliverables.
(d) Restrictions on License. Unless otherwise specified in the Agreement, Client’s rights in the Deliverables other than the Work-for-hire Deliverables shall be for purposes of Client’s established business only and, to the extent any Deliverable contains Purpose’s Confidential Information (or that of its parent company or affiliates), shall be subject to Section 7 of these Standard Terms. Client shall have the right to use the Deliverables in conjunction with other of its own projects, and to grant access to such Deliverables to third-party service providers, subject to such third-party service provider’s prior written agreement to maintain confidentiality, to abide by the terms of Section 7, and not to infringe upon the Proprietary Materials (as defined in Section 5) or the intellectual property rights inhering therein. It is understood that Client will not (and will not attempt to, cause or sanction a third party to) market, relicense, on license, sublicense, assign, transfer, resell, or otherwise commercialize or alienate the Deliverables, any portion thereof, or any rights inhering therein. Unless otherwise specified in the Agreement, all other intellectual property rights in the Deliverables remain in and/or are assigned to Purpose or its parent company and affiliates; Client shall have or obtain all necessary authority from Purpose and any third-party licensors prior to making any assignment thereof.
(e) Cooperation. The parties shall cooperate with each other and execute such other documents as may be reasonably deemed necessary to achieve the objectives of this Section 4.
(a) In the course of performance hereunder, Purpose may use products, software, materials, tools, technologies, designs, processes, strategies and methodologies that are proprietary to Purpose or to third parties (collectively “Proprietary Materials”). As between the Parties, Purpose shall retain all right, title, and interest to the Proprietary Materials, including all intellectual property therein, including any and all patents, patent rights, copyrights, mask work rights, trade secret rights and other intellectual property rights anywhere in the world related thereto. Unless otherwise specified in the Agreement, Client shall neither have nor obtain any rights in such Proprietary Materials (or in any modifications or enhancements to them) and may only use the Proprietary Materials to the extent they